Please read and confirm that you accept the following terms Important Notice Please read this notice carefully – it applies to all persons who view this section of the website.
CASH OFFER (THE "OFFER") BY CISCO SYSTEMS HOLDINGS UK LIMITED
("BIDCO"), A WHOLLY-OWNED INDIRECT SUBSIDIARY OF CISCO SYSTEMS, INC. ("CISCO")
FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF IMIMOBILE PLC ("IMIMOBILE")
(ANNOUNCED ON 7 DECEMBER 2020).
SECTION OF THE WEBSITE (THE "MICRO-SITE") CONTAINS ANNOUNCEMENTS,
DOCUMENTS AND INFORMATION (THE "INFORMATION") PUBLISHED BY IMIMOBILE AND/OR
BIDCO AND/OR CISCO RELATING TO THE OFFER IN COMPLIANCE WITH THE UK CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE"). THE INFORMATION IS NOT DIRECTED
AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OF THAT JURISDICTION. THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND
FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND
CONDITIONS SET OUT BELOW.
Access to information relating to the Offer
You are attempting to enter the Micro-site, which is designated for the publication of documents and information in connection with the Offer, which is proposed to be implemented by way of scheme of arrangement under Part 26 of the Companies Act 2006.
The full terms and conditions of the Offer will be set out in the formal scheme document, which will be made available to shareholders of IMImobile in due course (the "Scheme Document"). In deciding whether or not to vote in favour of the Offer, shareholders of IMImobile should rely only on the information contained and procedures described in the formal Scheme Document.
Please read this notice carefully – it applies to all persons who view this Micro-site and, depending upon who you are and where you live, it may affect your rights and responsibilities. IMImobile reserves the right to amend or update this notice and the information contained herein from time to time, and therefore this notice should be read carefully each time you visit this Micro-site.
For regulatory reasons, IMImobile has to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view Information relating to the Offer, you are required to read the following and then, if you are able to agree, press "I agree" below. If you are unable to agree, you should press "I disagree" and you will not be able to view Information relating to the Offer.
The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for IMImobile, Bidco or Cisco or would otherwise violate the law of that jurisdiction (a "Restricted Jurisdiction") and the availability of the Information to shareholders who are not resident in the United Kingdom may be affected by the laws of those jurisdictions. Accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. Any person resident or located outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
If you are not resident or located in a Restricted Jurisdiction, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction. If you are not permitted to view the Information on the Micro-site, or viewing the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Information, please exit this web page. IMImobile, Bidco and Cisco, and their respective directors, employees, agents and advisers, do not assume any responsibility for any violation by any person of these restrictions.
Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from, directly or indirectly, a Restricted Jurisdiction.
By clicking "I agree" below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that IMImobile is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are unable to give this representation, do not view the Information.
If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this Micro-site by clicking on the "I disagree" box below and seek independent advice.
To the fullest extent permitted by applicable law, IMImobile, Bidco and Cisco, and their respective directors, employees, agents and advisers, disclaim any and all responsibility or liability for the violation of such restrictions by any person.
Various contents of this Micro-site have been prepared in accordance with English law and the Code, and, accordingly, the information disclosed may not be the same as that which would have been made available in jurisdictions outside the United Kingdom.
Notice to US investors
The Offer is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under English law. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules of the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the Offer is subject to disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer rules. Also, the financial information included in this section of the website has been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. If Bidco exercises its right in the future to implement the Offer by way of a takeover offer, that offer will be made in compliance with the applicable US laws and regulations, including the exemptions therefrom.
It may be difficult for US holders of IMImobile shares to enforce their rights and claims arising out of the US federal securities laws, since Bidco and IMImobile are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. US holders of IMImobile shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer, or passed upon the fairness of the Offer or passed upon the adequacy or accuracy or otherwise of any of the Information contained in this Microsite.
In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays Bank plc, acting through its Investment Bank, and its affiliates, will continue to act as exempt principal trader in IMImobile shares on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
The Information set out herein (including any information incorporated by reference) contains certain forward-looking statements with respect to the financial condition, results of operations and business of IMImobile, Bidco and Cisco and certain plans and objectives of the boards of directors of IMImobile, Bidco and Cisco. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Without limitation, any statements preceded or followed by or that include words such as, "plan", "target", "believe", "expect", "anticipate", "estimate", "intend", "plan", "goal", "will", "may", "should", "would", "could" or words or terms of similar import or substance or the negative of such words are forward-looking statements. These statements are based on assumptions and assessments made by the boards of directors of IMImobile, Bidco and Cisco in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. In any event, these statements speak only as of the date on which they are made, and, subject to compliance with the Code and applicable law, IMImobile does not intend, nor undertakes any obligation, to update or revise any such statement except as required by applicable law or regulation.
Basis of access to Information
Access to the electronic version of any Information relating to the Offer is being made available by IMImobile in good faith and for information purposes only. Any person seeking access to the Information on this Micro-site represents and warrants to IMImobile, Bidco and Cisco that he or she is doing so for information purposes only. Making Information relating to the Offer available in electronic format does not constitute an invitation or offer to sell or the solicitation of an offer to buy, or subscribe for, shares in IMImobile, Bidco or Cisco nor does it constitute an invitation, solicitation or recommendation by IMImobile, Bidco, Cisco or any other person to any other person to take any other action in relation to the Offer.
You should not forward, transmit, share or show the Information contained in this Micro-site to any person. In particular, you should not forward, share or transmit the information contained in this Micro-site directly or indirectly in, into or from any Restricted Jurisdiction.
If you are in any doubt about the contents of this disclaimer, the Information or the Micro-site or, where applicable, the action you should take, you should seek your own financial advice from, if you are located in the United Kingdom, an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser. Any actions or decisions required by IMImobile's shareholders in connection with the Offer should only be made on the basis of the information set out in documents sent to or made available to IMImobile's shareholders.
Subject to any continuing obligations under applicable law or any relevant regulatory requirements, IMImobile, Bidco and Cisco and each of their respective affiliated companies expressly disclaim any obligation to disseminate, after the date of the posting of any document or announcement on this Micro-site, any updates or revisions to any statements in such documents or announcements in relation to the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based, unless the responsibility statement in any relevant document expressly provides otherwise.
In relation to any materials contained on the Micro-site, the only responsibility accepted by the directors of IMImobile and/or Bidco and/or Cisco and/or other responsible representative of IMImobile and/or Bidco and/or Cisco ("Responsible Persons") is for the correctness and fairness of their reproduction or presentation unless the responsibility statement in any relevant document expressly provides otherwise.
The Responsible Persons are responsible in the terms set out above solely for the relevant materials contained on the Micro-site and not for any other information on the website which you may visit on leaving the Micro-site.
None of the Responsible Persons, IMImobile, Bidco, Cisco nor any of their respective directors, employees, agents or advisers have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this Micro-site or IMImobile's website by a third party.
This notice, and any non-contractual obligations arising out of or in connection with this notice, shall be governed by and construed in accordance with English law.
Confirmation of understanding and acceptance of disclaimer
By clicking the link below labelled "I agree" you represent and warrant to each of IMImobile, Bidco and Cisco that:
- you have read and understood the terms set out above and which you understand may affect your rights and responsibilities;
- you are not (nor do you act on behalf of someone who is) resident in any country or jurisdiction that renders the accessing of the Micro-site illegal or otherwise resident in any Restricted Jurisdiction;
- you are lawfully entitled to access the Information available to you in this Micro-site under all applicable laws and regulations and are otherwise permitted to proceed to the Micro-site;
- you will not download, forward, transfer, share or distribute (by any means including by electronic transmission) any documents included in the Micro-site either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation;
- you intend to access the Micro-site for information purposes only, that you have read and understood this notice and that you understand that it may affect your rights or responsibilities; and
- no person (including, without limitation, IMImobile, Bidco, Cisco or their respective directors, employees, agents or advisers) will breach any applicable law or regulation in connection with your access to this Micro-site and/or your viewing of the Information.